Last checked at 31 Jan 2011 07:00
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DATANG INTERNATIONAL POWER GENERATION CO., LTD. (a sino-foreign joint stock limited company incorporated in the People's Republic of China) (Stock Code: 991) CONNECTED TRANSACTIONS ANNOUNCEMENT ON FINANCIAL ASSISTANCE AND ANNOUNCEMENT PURSUANT TO RULE 13.17 OF THE LISTING RULES THE GUARANTEE
The Board announces that Datang Overseas Investment, a wholly-owned subsidiary of CDC, shall enter into a Guarantee with the Bank to pledge 358,680,000 H shares of the Company to the Bank to secure the Loan Facility not exceeding HK$690 million to be provided by the Bank to Hong Kong Company, a wholly-owned subsidiary of the Company.
THE COUNTER GUARANTEE
In consideration of the provision of the Guarantee by Datang Overseas Investment, the Board announces that the Company provided the Counter Guarantee in favour of Datang Overseas Investment on 28 January 2011, pursuant to which the Company agreed to provide a counter guarantee in favour of Datang Overseas Investment against all amounts incurred by Hong Kong Company under the Guarantee.
LISTING RULES IMPLICATIONS As at the date of this announcement, CDC and its subsidiaries hold
approximately 36.07% of the shares in the Company and Datang Overseas Investment is a wholly-owned subsidiary of CDC. Accordingly, Datang Overseas Investment is a connected person of the Company under Chapter 14A of the Listing Rules and the Guarantee and Counter Guarantee constitute connected transactions of the Company. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Guarantee and Counter Guarantee is higher than 0.1% and less than 5%, the Guarantee and Counter Guarantee are only subject to the reporting and announcement
requirements but are exempt from the approval by the independent shareholders of the Company under the requirements of Chapter 14A of the Listing Rules.
Since CDC is the controlling shareholder of the Company, the pledge of the 358,680,000 H shares of the Company by Datang Overseas Investment to the Bank under the Guarantee also triggers disclosure obligation of the Company under Rule 13.17 of the Listing Rules and therefore this announcement is also made by the Company pursuant to Rule 13.17 of the Listing Rules.
THE GUARANTEEParties:(a) The Bank; and
(b) Datang Overseas Investment
Material Terms of the Guarantee:
Under the Guarantee, Datang Overseas Investment will agree to pledge 358,680,000 H shares of the Company to the Bank to secure the Loan Facility to be provided by the Bank to Hong Kong Company. The liability of Datang Overseas Investment in respect of the Guarantee shall include the Loan Facility of not exceeding HK$690 million, any interests accrued thereon, any commissions, fees and charges payable by Hong Kong Company to the Bank and any legal or other costs and expenses incurred by the Bank for the recovery of the Loan Facility from Hong Kong Company.
The Company shall issue a further announcement on the Guarantee in accordance with the requirements of Chapter 14A of the Listing Rules in the event that the terms of the Guarantee (when it is being signed) are materially different from the terms already disclosed in this announcement.
THE COUNTER GUARANTEEDate:28 January 2011Parties:(a) The Company; and
(b) Datang Overseas Investment
Material Terms of the Counter Guarantee:
In consideration of the provision of the Guarantee by Datang Overseas Investment, the Company agreed to provide a counter guarantee in favour of Datang Overseas Investment against all amounts incurred by Hong Kong Company under the Guarantee. The term of the Counter Guarantee commences from the effective date of the Guarantee to the expiry date of the Guarantee and the two-years period thereafter. The Counter Guarantee will be provided on a joint-liability basis.
The Counter Guarantee is conditional upon (i) the Guarantee becoming effective; and (ii) the approval of the relevant matters relating to the Counter Guarantee by the shareholders of the Company in the EGM as required under the Listing Rules of the Shanghai Stock Exchange (Note).
Note:
According to the requirement of the Listing Rules of the Shanghai Stock Exchange, as the asset-liability ratio of Hong Kong Company is over 70%, the relevant matters relating to the Counter Guarantee is required to be submitted to the EGM for shareholders' approval. CDC and its associates shall abstain from voting in the EGM for approving this resolution.
REASONS AND BENEFITS OF ENTERING INTO THE GUARANTEE AND COUNTER GUARANTEE
Through the Guarantee and Counter Guarantee, Hong Kong Company will be granted the Loan Facility to ensure its normal production and operations. The Directors (including independent Directors) are of the view that the Guarantee and Counter Guarantee are conducted on normal commercial terms during the Company's ordinary course of business. These transactions are fair, reasonable and in the interests of the Company and its shareholders as a whole.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CDC and its subsidiaries hold approximately 36.07% of the shares in the Company and Datang Overseas Investment is a wholly-owned subsidiary of CDC. Accordingly, Datang Overseas Investment is a connected person of the Company under Chapter 14A of the Listing Rules and the Guarantee and Counter Guarantee constitute connected transactions of the Company. As each of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Guarantee and Counter Guarantee is higher than 0.1% and less than 5%, the Guarantee and Counter Guarantee are only subject to the reporting and announcement requirements but are exempt from the approval by the independent shareholders of the Company under the requirements of Chapter 14A of the Listing Rules.
Since CDC is the controlling shareholder of the Company, the pledge of the 358,680,000 H shares of the Company by Datang Overseas Investment to the Bank under the Guarantee also triggers disclosure obligation of the Company under Rule 13.17 of the Listing Rules and therefore this announcement is also made by the Company pursuant to Rule 13.17 of the Listing Rules.
BOARD'S APPROVAL
The Counter Guarantee was considered and approved by the Board on 28 January 2011. Mr. Liu Shunda, Mr. Hu Shengmu and Mr. Fang Qinghai, Directors who have material interests in the transaction (by virtue of being the principal management staff of CDC) have abstained from voting at the Board meeting for approval of the Counter Guarantee.
INFORMATION ON RELEVANT PARTIES
1. Information relating to the Company
The Company is principally engaged in the construction and operation of power plants, the sale of electricity and thermal power, the repair and maintenance of power equipment and power related technical services, with its main service areas being in the PRC.
As at the date of this announcement, the Company's aggregate external guarantees amounted to approximately RMB5,692.12 million (unaudited), accounting for 17.40% of the latest audited net assets of approximately RMB32,716.94 million, which were all guarantees for the Company's subsidiaries, jointly-controlled entities and associated companies. There were no overdue external guarantees.
2. Information relating to Hong Kong Company
Hong Kong Company, a wholly-owned subsidiary of the Company, was set up in Hong Kong in 2004 with a registered capital of US$2.9 million. It is principally engaged in the development of power projects, coal trading and trading in the four major pipelines for power plants.
3. Information relating to Datang Overseas Investment
Datang Overseas Investment was set up by CDC in Hong Kong in November 2006 and is its wholly-owned subsidiary with a registered capital of US$5.0 million. It is principally engaged in the development, investment, construction, operation and management of electrical energy in China and overseas; the organisation of production and sale of electricity (including thermal power); the self-operation or agency representation in the imports and exports of various types of merchandises and technologies (except for the merchandises and technologies which were restricted from operation by the Company or prohibited from importing and exporting by the State); the contracting for overseas projects and exports of equipment and materials required therefor; the development, transportation and trading of mineral resources including coal; as well as asset management.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
"Bank" Bank of China (Hong Kong) Limited "Board" the board of Directors "CDC" China Datang Corporation, a State-owned enterprise established under the laws of the PRC and a substantial shareholder of the Company pursuant to the Listing Rules which together with its subsidiaries own approximately 36.07% of the issued share capital of the Company as at the date of this announcement "Company" Datang International Power Generation Co., Ltd., a sino-foreign joint stock limited company incorporated in the PRC on 13 December 1994, whose H Shares are listed on the Stock Exchange and the London Stock Exchange and whose A Shares are listed on the Shanghai Stock Exchange "Counter Guarantee" the counter guarantee dated 28 January 2011 executed by the Company in favour of Datang Overseas Investment in respect of the Guarantee "Datang Overseas China Datang Overseas Investment Co., Limited, a Investment" wholly-owned subsidiary of CDC "Director(s) " the director(s) of the Company "EGM" the extraordinary general meeting of the Company to be held on 22 March 2011 at the function room of 5/F, InterContinental Hotel, No.11 Financial Street, Xicheng District, Beijing, the PRC to consider and approve, among others, the Counter Guarantee "Guarantee" the deed of guarantee to be entered into between the Bank and Datang Overseas Investment to provide security for the Loan Facility provided by the Bank to Hong Kong Company "Hong Kong Company" Datang International (Hong Kong) Limited, a wholly-owned subsidiary of the Company "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "Loan Facility" a general banking facility of not exceeding the sum of HK$690 million agreed to be made available to Hong Kong Company by the Bank "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency of the PRC "Stock Exchange" The Stock Exchange of Hong Kong Limited By Order of the Board Zhou Gang Secretary to the Board
Beijing, the PRC, 28 January 2011
As at the date of this announcement, the Directors of the Company are:Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*
* Independent non-executive directors
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